Common use of Voluntary Termination With Good Reason Clause in Contracts

Voluntary Termination With Good Reason. (i) Xxxxxx may voluntarily terminate Xxxxxx’x employment hereunder with Good Reason (as defined below) at any time during the Employment Period, effective as of the end of the 90-day period beginning on the date Xxxxxx provides USA with a signed, written notice of Xxxxxx’x termination; provided, in its sole discretion (A) USA may accept such resignation effective as of an earlier date in lieu of waiting for passage of the 90-day notice period, or (B) during all or any part of the 90-day notice period, USA may retain Xxxxxx as an employee but modify, reduce or eliminate Xxxxxx’x duties hereunder. (ii) If Xxxxxx voluntarily terminates Xxxxxx’x employment hereunder with Good Reason at any time during the Employment Period, Xxxxxx will be entitled to receive the following compensation and benefits: (a) On or before the termination of Xxxxxx’x employment, USA shall pay to Xxxxxx a lump sum equal to two years of his base salary at the time of the termination date; (b) all bonuses earned or vested on or before the date of termination; (c) all restricted stock awards and stock options shall become immediately vested on the date of termination; (d) any benefits or compensation provided under the terms of any benefit plan or other provisions of this Agreement; and (e) During the two year period following the date of termination, USA shall arrange at its cost to provide Xxxxxx with health, life and disability benefits substantially similar to those which Xxxxxx is receiving immediately prior to the date of termination. Benefits otherwise receivable by Xxxxxx pursuant to this subsection shall be reduced to the extent comparable benefits are actually received by or made available to Xxxxxx without cost during such period following Xxxxxx’x termination of employment (and any such benefits actually received by Xxxxxx shall be reported to USA by Xxxxxx). (iii) For purposes of this Agreement, “Good Reason” means any of the following conditions, which remains uncured after the expiration of 30 days following the delivery of written notice of such condition to USA by Xxxxxx, with respect to which Xxxxxx terminates employment within 120 days after the initial existence of the condition: (A) a material breach of the terms of this Agreement by USA; (B) the assignment by USA to Xxxxxx of duties in any way materially inconsistent with Xxxxxx’x authorities, duties, responsibilities, and status, as Chief Executive Officer of USA, or a material reduction or alteration in the nature or status of Xxxxxx’x authority, duties, or responsibilities; provided, however, that a material reduction or alteration referred to in this subsection (B) shall not include any change or reduction in Xxxxxx’x authorities, duties or responsibilities resulting solely from USA becoming a private company or a subsidiary or division of another company; (C) USA reduces Xxxxxx’x annual base salary; (D) any reduction by USA in the kind or level of employee benefits to which Xxxxxx is entitled immediately prior to such reduction with the result that Xxxxxx’x overall benefit package is significantly reduced unless such failure to continue a plan, policy, practice or arrangement pertains to all plan participants generally; or (E) requiring Xxxxxx to be based at a location in excess of 50 miles from Xxxxxx’x current residence.

Voluntary Termination With Good Reason. (i) Xxxxxx Xxxxxxx may voluntarily terminate Xxxxxx’x Herbert’s employment hereunder with Good Reason (as defined below) at any time during the Employment Period, effective as of the end of the 90-day period beginning on the date Xxxxxx Xxxxxxx provides USA with a signed, written notice of Xxxxxx’x Herbert’s termination; provided, in its sole discretion (A) USA may accept such resignation effective as of an earlier date in lieu of waiting for passage of the 90-day notice period, or (B) during all or any part of the 90-day notice period, USA may retain Xxxxxx Xxxxxxx as an employee but modify, reduce or eliminate Xxxxxx’x Herbert’s duties hereunder. (ii) If Xxxxxx Xxxxxxx voluntarily terminates Xxxxxx’x Herbert’s employment hereunder with Good Reason at any time during the Employment Period, Xxxxxx Xxxxxxx will be entitled to receive the following compensation and benefits: (a) On or before the termination of Xxxxxx’x Herbert’s employment, USA shall pay to Xxxxxx Xxxxxxx a lump sum equal to two years of his base salary at the time of the termination date; (b) all bonuses earned or vested on or before the date of termination; (c) all restricted stock awards and stock options shall become immediately vested on the date of termination; (d) any benefits or compensation provided under the terms of any benefit plan or other provisions of this Agreement; and (e) During the two year period following the date of termination, USA shall arrange at its cost to provide Xxxxxx Xxxxxxx with health, life and disability benefits substantially similar to those which Xxxxxx Xxxxxxx is receiving immediately prior to the date of termination. Benefits otherwise receivable by Xxxxxx Xxxxxxx pursuant to this subsection shall be reduced to the extent comparable benefits are actually received by or made available to Xxxxxx Xxxxxxx without cost during such period following Xxxxxx’x Herbert’s termination of employment (and any such benefits actually received by Xxxxxx Xxxxxxx shall be reported to USA by XxxxxxXxxxxxx). (iii) For purposes of this Agreement, “Good Reason” means any of the following conditions, which remains uncured after the expiration of 30 days following the delivery of written notice of such condition to USA by XxxxxxXxxxxxx, with respect to which Xxxxxx Xxxxxxx terminates employment within 120 days after the initial existence of the condition: (A) a material breach of the terms of this Agreement by USA; (B) the assignment by USA to Xxxxxx Xxxxxxx of duties in any way materially inconsistent with Xxxxxx’x Herbert’s authorities, duties, responsibilities, and status, as Chief Executive Officer President of USA, or a material reduction or alteration in the nature or status of Xxxxxx’x Herbert’s authority, duties, or responsibilities; provided, however, that a material reduction or alteration referred to in this subsection (B) shall not include any change or reduction in Xxxxxx’x Herbert’s authorities, duties or responsibilities resulting solely from USA becoming a private company or a subsidiary or division of another company; (C) USA reduces Xxxxxx’x Herbert’s annual base salary; (D) any reduction by USA in the kind or level of employee benefits to which Xxxxxx Xxxxxxx is entitled immediately prior to such reduction with the result that Xxxxxx’x Herbert’s overall benefit package is significantly reduced unless such failure to continue a plan, policy, practice or arrangement pertains to all plan participants generally; or (E) requiring Xxxxxx Xxxxxxx to be based at a location in excess of 50 miles from Xxxxxx’x Herbert’s current residence.

Voluntary Termination With Good Reason. (i) Xxxxxx may voluntarily terminate Xxxxxx’x employment hereunder with Good Reason (as defined below) at any time during the Employment Period, effective as of the end of the 90-day period beginning on the date Xxxxxx provides USA with a signed, written notice of Xxxxxx’x termination; provided, in its sole discretion (A) USA may accept such resignation effective as of an earlier date in lieu of waiting for passage of the 90-day notice period, or (B) during all or any part of the 90-day notice period, USA may retain Xxxxxx as an employee but modify, reduce or eliminate Xxxxxx’x duties hereunder. (ii) If Xxxxxx voluntarily terminates Xxxxxx’x employment hereunder with Good Reason at any time during the Employment Period, Xxxxxx will be entitled to receive the following compensation and benefits: (a) On or before the termination of Xxxxxx’x employment, USA shall pay to Xxxxxx a lump sum equal to two years of his base salary at the time of the termination date; (b) all bonuses earned or vested on or before the date of termination; (c) all restricted stock awards and stock options shall become immediately vested on the date of termination; provided, however, that the foregoing shall not apply to the Xxxxxx Stock issuable to Xxxxxx pursuant to Section 3 hereof; (d) any benefits or compensation provided under the terms of any benefit plan or other provisions of this Agreement; and (e) During the two year period following the date of termination, USA shall arrange at its cost to provide Xxxxxx with health, life and disability benefits substantially similar to those which Xxxxxx is receiving immediately prior to the date of termination. Benefits otherwise receivable by Xxxxxx pursuant to this subsection shall be reduced to the extent comparable benefits are actually received by or made available to Xxxxxx without cost during such period following Xxxxxx’x termination of employment (and any such benefits actually received by Xxxxxx shall be reported to USA by Xxxxxx). (iii) For purposes of this Agreement, “Good Reason” means any of the following conditions, which remains uncured after the expiration of 30 days following the delivery of written notice of such condition to USA by Xxxxxx, with respect to which Xxxxxx terminates employment within 120 days after the initial existence of the condition: (A) a material breach of the terms of this Agreement by USA; (B) the assignment by USA to Xxxxxx of duties in any way materially inconsistent with Xxxxxx’x authorities, duties, responsibilities, and status, as Chief Executive Officer of USA, or a material reduction or alteration in the nature or status of Xxxxxx’x authority, duties, or responsibilities; provided, however, that a material reduction or alteration referred to in this subsection (B) shall not include any change or reduction in Xxxxxx’x authorities, duties or responsibilities resulting solely from USA becoming a private company or a subsidiary or division of another company; (C) USA reduces Xxxxxx’x annual base salary; (D) any reduction by USA in the kind or level of employee benefits to which Xxxxxx is entitled immediately prior to such reduction with the result that Xxxxxx’x overall benefit package is significantly reduced unless such failure to continue a plan, policy, practice or arrangement pertains to all plan participants generally; or (E) requiring Xxxxxx to be based at a location in excess of 50 miles from Xxxxxx’x current residence.

Voluntary Termination With Good Reason. (i) Xxxxxx Xxxxxxx may voluntarily terminate Xxxxxx’x Herbert’s employment hereunder with Good Reason (as defined below) at any time during the Employment Period, effective as of the end of the 90-day period beginning on the date Xxxxxx Xxxxxxx provides USA with a signed, written notice of Xxxxxx’x Herbert’s termination; provided, in its sole discretion (A) USA may accept such resignation effective as of an earlier date in lieu of waiting for passage of the 90-day notice period, or (B) during all or any part of the 90-day notice period, USA may retain Xxxxxx Xxxxxxx as an employee but modify, reduce or eliminate Xxxxxx’x Herbert’s duties hereunder. (ii) If Xxxxxx Xxxxxxx voluntarily terminates Xxxxxx’x Herbert’s employment hereunder with Good Reason at any time during the Employment Period, Xxxxxx Xxxxxxx will be entitled to receive the following compensation and benefits: (a) On or before Following the termination of Xxxxxx’x Herbert’s employment, USA shall continue to pay to Xxxxxx Xxxxxxx his annual base salary in such installments and at such times as USA pays the annual base salaries of its other executive officers. Such annual base salary shall continue to be paid to Xxxxxxx by USA for a lump sum period of time equal to the greater of (a) two years of his base salary at the time of from the termination date, or (b) the period of time remaining in the Employment Period as of the date of termination; (b) all bonuses earned or vested on or before the date of termination; (c) all restricted stock awards and stock options shall become immediately vested on the date of termination; (d) any benefits or compensation provided under the terms of any benefit plan or other provisions of this Agreement; and (ed) During the two year period following the date of termination, USA shall arrange at its cost to provide Xxxxxx Xxxxxxx with health, life and disability health insurance benefits substantially similar to those which Xxxxxx Xxxxxxx is receiving immediately prior to the date of termination. Benefits otherwise receivable by Xxxxxx Xxxxxxx pursuant to this subsection shall be reduced to the extent comparable benefits are actually received by or made available to Xxxxxx Xxxxxxx without cost during such period following Xxxxxx’x Herbert’s termination of employment (and any such benefits actually received by Xxxxxx Xxxxxxx shall be reported to USA by XxxxxxXxxxxxx). (iii) For purposes of this Agreement, “Good Reason” means any of the following conditions, which remains uncured after the expiration of 30 days following the delivery of written notice of such condition to USA by XxxxxxXxxxxxx, with respect to which Xxxxxx Xxxxxxx terminates employment within 120 days after the initial existence of the condition: (A) a material breach of the terms of this Agreement by USA; (B) the assignment by USA to Xxxxxx Xxxxxxx of duties in any way materially inconsistent with Xxxxxx’x Herbert’s authorities, duties, responsibilities, and status, as Chief Executive Officer of USA, or a material reduction or alteration in the nature or status of Xxxxxx’x Herbert’s authority, duties, or responsibilities; provided, however, that a material reduction or alteration referred to in this subsection (B) shall not include any change or reduction in Xxxxxx’x Herbert’s authorities, duties or responsibilities resulting solely from USA becoming a private company or a subsidiary or division of another a public company; (C) USA materially reduces Xxxxxx’x Herbert’s rate of annual base salarysalary below the level in effect immediately before such reduction; (D) any a material reduction by USA in the kind or level of employee benefits to which Xxxxxx Xxxxxxx is entitled immediately prior to such reduction with the result that Xxxxxx’x Herbert’s overall benefit package is significantly reduced unless such failure to continue a plan, policy, practice or arrangement pertains to all plan participants generally; or (E) requiring Xxxxxx Xxxxxxx to be based at a location in excess of 50 75 miles from Xxxxxx’x Herbert’s current residence.

Voluntary Termination With Good Reason. (i) Xxxxxx may voluntarily terminate Xxxxxx’x employment hereunder with Good Reason (as defined below) at any time during the Employment Period, effective as of the end of the 90-day period beginning on the date Xxxxxx provides USA with a signed, written notice of Xxxxxx’x termination; provided, in its sole discretion (A) USA may accept such resignation effective as of an earlier date in lieu of waiting for passage of the 90-day notice period, or (B) during all or any part of the 90-day notice period, USA may retain Xxxxxx as an employee but modify, reduce or eliminate Xxxxxx’x duties hereunder. (ii) If Xxxxxx voluntarily terminates Xxxxxx’x employment hereunder with Good Reason at any time during the Employment Period, Xxxxxx will be entitled to receive the following compensation and benefits: (a) On or before Following the termination of Xxxxxx’x employment, USA shall continue to pay to Xxxxxx his annual base salary in such installments and at such times as USA pays the annual base salaries of its other executive officers. Such annual base salary shall continue to be paid to Xxxxxx by USA for a lump sum period of time equal to the greater of (a) two years of his base salary at the time of from the termination date, or (b) the period of time remaining in the Employment Period as of the date of termination; (b) all bonuses earned or vested on or before the date of termination; (c) all restricted stock awards and stock options shall become immediately vested on the date of termination; (d) any benefits or compensation provided under the terms of any benefit plan or other provisions of this Agreement; and (ed) During the two year period following the date of termination, USA shall arrange at its cost to provide Xxxxxx with health, life and disability health insurance benefits substantially similar to those which Xxxxxx is receiving immediately prior to the date of termination. Benefits otherwise receivable by Xxxxxx pursuant to this subsection shall be reduced to the extent comparable benefits are actually received by or made available to Xxxxxx without cost during such period following Xxxxxx’x termination of employment (and any such benefits actually received by Xxxxxx shall be reported to USA by Xxxxxx). (iii) For purposes of this Agreement, “Good Reason” means any of the following conditions, which remains remain uncured after the expiration of 30 days following the delivery of written notice of such condition to USA by Xxxxxx, with respect to which Xxxxxx terminates employment within 120 days after the initial existence of the condition: (A) a material breach of the terms of this Agreement by USA; (B) the assignment by USA to Xxxxxx of duties in any way materially inconsistent with Xxxxxx’x authorities, duties, responsibilities, and status, status as the Chief Executive Officer of USA, or a material reduction or alteration in the nature or status of Xxxxxx’x authority, duties, or responsibilities; provided, however, that a material reduction or alteration referred to in this subsection (B) shall not include any change or reduction in Xxxxxx’x authorities, duties or responsibilities resulting solely from USA becoming a private company or a subsidiary or division of another a public company; (C) USA materially reduces Xxxxxx’x rate of annual base salarysalary below the level in effect immediately before such reduction; (D) any a material reduction by USA in the kind or level of employee benefits to which Xxxxxx is entitled immediately prior to such reduction with the result that Xxxxxx’x overall benefit package is significantly reduced unless such failure to continue a plan, policy, practice or arrangement pertains to all plan participants generally; or (E) requiring Xxxxxx to be based at a location in excess of 50 75 miles from Xxxxxx’x current residence.